Foreign Dispositions and Excess Cash Flow. Notwithstanding any other provisions of this ‎[Section 2.05], # to the extent that any or all of the Net Proceeds of any Disposition by a Foreign Subsidiary (“Foreign Disposition”) or Excess Cash Flow attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this ‎[Section 2.05] but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow that, in each case, would otherwise be required to be used to make an offer of prepayment pursuant to Sections ‎2.05(b)(i) or ‎2.05(b)(ii), is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this ‎[Section 2.05] and # to the extent that the Borrower has reasonably determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Disposition or Foreign Subsidiary’s Excess Cash Flow would have material adverse Tax cost consequences to Holdings, the Borrower, any direct or indirect owner of the Borrower or any of the Borrower’s direct or indirect Subsidiaries with respect to such Net Proceeds or Excess Cash Flow, such Net Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that in the case of this [clause (ii)], on or before the date on which any such Net Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to ‎[Section 2.05(b)] or any such Excess Cash Flow would have been required to be applied to prepayments pursuant to ‎[Section 2.05(b)], the Borrower applies an amount equal to such Net Proceeds or Excess Cash Flow to such reinvestments or prepayments, as applicable, as if such Net Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary).

Foreign Dispositions and Excess Cash Flow.Subsidiary Restrictions. Notwithstanding any other provisions of this ‎[Section 2.05],‎2.10, # to the extent that any or all of the Net Cash Proceeds of any DispositionAsset Sale or Casualty Event by a Foreign Subsidiary (“Foreign Disposition”) or the portion of Excess Cash Flow for any Excess Cash Flow Period attributable to a Foreign SubsidiariesSubsidiary are prohibitedprohibited, restricted or delayed by applicable local law from being repatriated to the United States, or such repatriation or prepayment would present a material risk of liability for the portionapplicable Foreign Subsidiary or its directors or officers (or would give rise to a material risk of such Net Proceedsbreach of fiduciary or Excess Cash Flow so affected willstatutory duties by any director or officer), the Borrower shall not be required to be applied to repay Term Loansmake a prepayment at the timestime provided in this ‎[Section 2.05] but‎2.10 with respect to such affected amounts, and instead, such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to use commercially reasonable efforts to otherwise cause the applicable Foreign Subsidiary following the date on which the respective payment would otherwise have been required, promptly to promptly take all actions reasonably required by the applicable local law Law or other impediment to permit such repatriation), and onceif following the date on which the respective payment would otherwise have been required, such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow that, in each case, would otherwise be required to be used to make an offer of prepayment pursuant to Sections ‎2.05(b)(i) or ‎2.05(b)(ii), is permitted under the applicable local law,law Law or other impediment (or is otherwise received by the Borrower or a Subsidiary Guarantor), such repatriation will be immediatelypromptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than twothree (3) Business Days after such repatriation)repatriation could be made) applied (net of additional taxes payable(whether or reserved against as a result thereof)not repatriation actually occurs) to the repayment of the Term Loans pursuant to this ‎[Section 2.05]‎2.10 to the extent provided herein and # to the extent that the Borrower has reasonably determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition or Foreign Subsidiary’s Excess Cash Flow wouldcould reasonably be expected to have materialan adverse Tax cost consequences to Holdings, the Borrower,consequence that is not de minimis (taking into account any directforeign tax credit or indirect owner of the Borrower or any of the Borrower’s direct or indirect Subsidiariesbenefit actually realized in connection with such repatriation) with respect to such Net Cash Proceeds or Excess Cash Flow, suchthe Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided thatthat, in the case of this [clause (ii)(B)], on or before the date that is twelve months after the date on which any such Net Cash Proceeds or Excess Cash Flow so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to ‎[this Section 2.05(b)] or any such Excess Cash Flow would have been required to be applied to prepayments pursuant to ‎[Section 2.05(b)]‎2.10(e), the Borrower appliesshall apply an amount equal to such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments, as applicable,prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than sucha Foreign Subsidiary, less the amount of additional taxesTaxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary).repatriated.

to the extent that the ​ has determined in good faith that repatriation to the United States of any or all of the Net Proceeds of any Disposition by a Foreign Subsidiary (“Foreign Disposition”) or Excess Cash Flow attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this ‎[Section 2.05] but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow that, in each case, would otherwise be required to be used to make an offer of prepayment pursuant to Sections ‎2.05(b)(i) or ‎2.05(b)(ii), is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this ‎[Section 2.05] and # to the extent that the Borrower has reasonably determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Disposition or any Foreign Subsidiary’sCasualty Event or any or all of the Excess Cash Flow of a Foreign Subsidiary would have material adverse Tax costtax consequences (relative to Holdings, the Borrower,relevant Foreign Disposition, Foreign Casualty Event or Excess Cash Flow and taking into account any directforeign tax credit or indirect owner of the Borrower or any of the Borrower’s direct or indirect Subsidiariesbenefit actually realized in connection with such repatriation) with respect to such Net Cash Proceeds or Excess Cash Flow, suchthe Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided thatthat, in the case of this [clause (ii)(B)], on or before the date on which any such Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to ‎[Sectionthis [Section 2.05(07(b)] or any(or such Excess Cash Flow would have been required to be applied to prepayments pursuant to ‎[Sectionthis [Section 2.05(07(b)]), # the Borrower​ applies an amount equal to such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments, as applicable,prepayments (in the case of Net Cash Proceeds) and to such prepayments (in the case of Excess Cash Flow) as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower​ rather than such Foreign Subsidiary, less the amount (the “Netted Tax Amount”) of additional taxes that would have been payable or reserved against it if such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less,to the United States by such Foreign Subsidiary; provided that, in the case of this [clause (1)], to the extent that within 12 months of the applicable prepayment event, the repatriation of any Net Cash Proceeds or Excess Cash Flow that would be calculated if received byfrom such Foreign Subsidiary).Subsidiary would no longer have material adverse tax consequences (relative to the relevant Foreign Disposition, Foreign Casualty Event or Excess Cash Flow), such Foreign Subsidiary shall promptly repatriate an amount equal to the Netted Tax Amount to the Administrative ​, which amount shall be applied to the pro rata prepayment of the Loans and Commitments pursuant to [Section 2.07(d) or (2)])] such Net Cash Proceeds or Excess Cash Flow are applied to the repayment of Indebtedness of a Foreign Subsidiary.

Notwithstanding any other provisions of this ‎[[[Section 2.05]05(b)(i) or (iii), #(A)])])]])])] to the extent that any of or all of the Net Cash Proceeds of any Dispositionreceived by a Foreign Subsidiary (“Foreign Disposition”)giving rise to a prepayment pursuant to [Section 2.05(b)(i)] or Excess Cash Flow attributable to a Foreign SubsidiariesSubsidiary (a “Foreign Prepayment Event”) are prohibited or delayed byunder applicable local lawLaw from being repatriated to the United States,Company, or could result in directors’ liability, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this ‎[[[Section 2.05] but may be retained by the applicable Foreign Subsidiary so long, but only so long,05(b)(i) or (iii)])]])], as the applicable local law will not permit repatriation tocase may be; provided that # the United States (the BorrowerCompany hereby agreeingagrees to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions reasonably required by the applicable local lawLaw to permit such repatriation),repatriation and once such# if the repatriation of any of suchthe relevant affected Net Cash Proceeds or Excess Cash Flow that, in each case, would otherwise be required to be used to make an offer of prepayment pursuant to Sections ‎2.05(b)(i) or ‎2.05(b)(ii), is permitted under the applicable local law,Law, and directors’ liability could not result, such repatriation will be immediatelypromptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxesTaxes payable or reasonably reserved against in good faith as a result thereof) to the repayment of the Term Loans pursuant to this ‎[[[Section 2.05]05(b)(i) or (iii)])]])], as the case may be, and # to the extent that the BorrowerCompany has reasonably determined in good faith that repatriation of any of or all of the Net Proceeds of any Foreign Disposition or Foreign Subsidiary’s Excess Cash Flow would have material adverse Tax cost consequences to Holdings, the Borrower, any direct or indirect owner of the Borrower or any of the Borrower’s direct or indirect Subsidiaries with respect to such Net Proceeds or Excess Cash Flow, suchFlow of any Foreign Prepayment Event would have a material adverse Tax consequence, including the consequences of related costs, fees and expenses, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; providedprovided, further, that into the caseextent that the repatriation of this [clause (ii)], on or before the date on which any such Net Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to ‎[Section 2.05(b)] or any such Excess Cash Flow would have been required to be applied to prepayments pursuant to ‎[Section 2.05(b)], the Borrower applies an amount equal to such Net Proceeds or Excess Cash Flow to such reinvestments or prepayments, as applicable, as if suchfrom the applicable Foreign Subsidiary would no longer have a material adverse Tax consequence, the applicable Foreign Subsidiary will promptly repatriate the applicable Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather thanand such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if suchrepatriated Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less,will be promptly applied (net of additional Taxes payable or reasonably reserved against in good faith as a result thereof) to the Net Proceedsrepayment of the Loans pursuant to [[Section 2.05(b)(i) or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary).(iii)])]])], as the case may be.

Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this ‎[Section[Section 2.05]07(b)] but may be retained by the applicable Foreign Subsidiary so long, but only so long,long as the applicable local law will not permit repatriation to the United States (the Borrower​ hereby agreeing to cause the applicable Foreign Subsidiary to use its commercially reasonable efforts to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once and, if within 12 months of the applicable prepayment event, such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow that, in each case, would otherwise be required to be used to make an offer of prepayment pursuant to Sections ‎2.05(b)(i) or ‎2.05(b)(ii), is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than twoten Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this ‎[Section[Section 2.05] and #07(b)] to the extent that the Borrower has reasonably determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Disposition or Foreign Subsidiary’s Excess Cash Flow would have material adverse Tax cost consequences to Holdings, the Borrower, any direct or indirect owner of the Borrower or any of the Borrower’s direct or indirect Subsidiaries with respect to such Net Proceeds or Excess Cash Flow, such Net Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that in the case of this [clause (ii)], on or before the date on which any such Net Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to ‎[Section 2.05(b)] or any such Excess Cash Flow would have been required to be applied to prepayments pursuant to ‎[Section 2.05(b)], the Borrower applies an amount equal to such Net Proceeds or Excess Cash Flow to such reinvestments or prepayments, as applicable, as if such Net Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary).herein, and

Term Loans at the times provided in this ‎[Section[Section 2.05] but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United Statesjurisdiction of the Loan Parties or, with respect to a Foreign Disposition or Excess Cash Flow attributable to Foreign Subsidiaries that are Subsidiaries of a Domestic Subsidiary, to a Domestic Subsidiary (the Lead Borrower hereby agreeing to cause the applicable ForeignRestricted Subsidiary that is organized in a jurisdiction other than an Agreed Security Jurisdiction to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow that, in each case, would otherwise be required to be used to make an offer of prepayment pursuant to [[Sections ‎2.2.05(b)(i) or ‎2.2.05(b)(ii)])]])], is permitted under the applicable local law, an amount equal to such repatriation will be immediately effected and such repatriated Net Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation)repatriation is permitted) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this ‎[Section[Section 2.05] and # to the extent that the Lead Borrower has reasonably determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Disposition or Foreign Subsidiary’sthe Excess Cash Flow attributable to Restricted Subsidiaries that are organized in a jurisdiction other than an Agreed Security Jurisdiction would have material adverse Taxtax cost consequences to Holdings,Holdings (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation), the Lead Borrower, any direct or indirect ownerparent entity of the Lead Borrower or any of the Lead Borrower’s direct or indirect Subsidiaries with respect to such Net Proceeds or Excess Cash Flow, an amount equal to such Net Proceeds or Excess Cash Flow so affected maywill not be retained byrequired to be applied to repay Term Loans at the applicable Foreign Subsidiary;times provided in this [Section 2.05(i)]; provided that in the case of this [clause (ii)], on or before the date on which any such Net Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to ‎[Section[Section 2.05(b)] or any such Excess Cash Flow would have been required to be applied to prepayments pursuant to ‎[Section[Section 2.05(b)], the Borrower appliesBorrowers apply an amount equal to such Net Proceeds or Excess Cash Flow to such reinvestments or prepayments, as applicable, as if such Net Proceeds or Excess Cash Flow had been received by the BorrowerBorrowers rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary).

Foreign Dispositions and Excess Cash Flow.Dispositions. Notwithstanding any other provisions of this ‎[Section[Section 2.05], # to the extent that any or all of the Net Cash Proceeds of any Disposition by a Foreign Subsidiary (“Foreign(a “Foreign Disposition”) or Excessthe Net Cash Flow attributableProceeds of any Casualty Event from a Foreign Subsidiary (a “Foreign Casualty Event”), in each case giving rise to Foreign Subsidiariesa prepayment event pursuant to [Section 2.05(b)(i)] (A) are prohibitedor is prohibited, restricted or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds or Excess Cash FlowProceeds so affected will not be required to be applied to repay Term Loans at the times provided in this ‎[Section[Section 2.05] but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeingagrees to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow that, in each case, would otherwise be required to be used to make an offer of prepayment pursuant to Sections ‎2.05(b)(i) or ‎2.05(b)(ii),Proceeds is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Proceeds or Excess Cash FlowProceeds will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this ‎[Section[Section 2.05] to the extent provided herein and # to the extent that the Borrower has reasonably determined in good faith that repatriation of any of or all of the Net Cash Proceeds of any Foreign Disposition orDisposition, any Foreign Subsidiary’s Excess Cash FlowCasualty Event would have a material adverse Taxtax cost consequences to Holdings, the Borrower,consequence (taking into account any directforeign tax credit or indirect owner of the Borrower or any of the Borrower’s direct or indirect Subsidiariesbenefit actually realized in connection with such repatriation) with respect to such Net Proceeds or Excess Cash Flow, suchProceeds, the Net Proceeds or Excess Cash FlowProceeds so affected may be retained by the applicable Foreign Subsidiary; provided thatSubsidiary, so long, but only so long as, such material tax cost consequences exist, and once such material tax cost consequences no longer exist such repatriation will be immediately effected and such repatriated Net Cash proceeds will be promptly (and in the case of this [clause (ii)], on or before the date on which any event no later than two Business Days after such Net Proceeds so retained would otherwise have been required to berepatriation) applied to reinvestments or prepayments pursuant to ‎[Section 2.05(b)] or any such Excess Cash Flow would have been required to be applied to prepayments pursuant to ‎[Section 2.05(b)], the Borrower applies an amount equal to such Net Proceeds or Excess Cash Flow to such reinvestments or prepayments, as applicable, as if such Net Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount(net of additional taxes that would have been payable or reserved against if such Net Proceeds or Excess Cash Flow had been repatriated (or, if less,as a result thereof) to the Net Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary).prepayment of the Loans pursuant to this [Section 2.05] to the extent provided herein.

Notwithstanding any other provisions of this ‎[Section 2.05], # to the extent that any or all of the Net Cash Proceeds of any Disposition or Recovery Event by a Foreign Subsidiary (“Foreign Disposition”) or Excess Cash Flow attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds or Excess Cash Flow so affectedProceeds will not be required to be applied to repay Term Loans at the times provided in this ‎[Section 2.05] but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow that, in each case,Proceeds would otherwise be required to be used to make an offer of prepaymentprepay the Term Loans pursuant to Sections ‎2.[Section 2.05(b)(i) or ‎2.05(b)(ii),] is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Proceeds or Excess Cash FlowProceeds will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this ‎[Section 2.05] and # to the extent that the Borrower has reasonably determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition or Foreign Subsidiary’s Excess Cash Flow would have material adverse Tax cost consequences to Holdings, the Borrower, any direct or indirect owner of the Borrower or any of the Borrower’s direct or indirect Subsidiaries with respect to such Net Proceeds or Excess Cash Flow,Proceeds, such Net Proceeds or Excess Cash FlowProceeds so affected may be retained by the applicable Foreign Subsidiary; provided that in the case of this [clause (ii)], on or before the date on which any such Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to ‎[Section 2.05(b)] or any such Excess Cash Flow would have been required to be applied to prepayments pursuant to ‎[Section 2.05(b)i)], the Borrower applies an amount equal to such Net Proceeds or Excess Cash FlowProceeds to such reinvestments or prepayments, as applicable, as if such Net Proceeds or Excess Cash FlowProceeds had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Proceeds or Excess Cash FlowProceeds had been repatriated (or, if less, the Net Proceeds or Excess Cash FlowProceeds that would be calculated if received by such Foreign Subsidiary).

Notwithstanding any other provisions of this ‎[[[Section 2.05]11(c) or (d), #(A)])])]])])] to the extent that any of or all of the Net Proceeds of any DispositionPrepayment Event set forth in [clause (a)] of the definition thereof by a Foreign Subsidiary (“Foreign Disposition”giving rise to a prepayment pursuant to [[Section 2.11(c) or (d)])]])] (a “Foreign Prepayment Event”) or Excess Cash Flow attributable to Foreign Subsidiaries are prohibited or delayed by applicable local lawany Requirement of Law from being repatriated to the United States,a Borrower, the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this ‎[[[Section 2.05] but11(c) or (d)])]])], as the case may be, and such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local lawRequirement of Law will not permit repatriation to the United Statesa Borrower (the BorrowerBorrowers hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local lawRequirement of Law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow that, in each case, would otherwise be required to be used to make an offer of prepayment pursuant to Sections ‎2.05(b)(i) or ‎2.05(b)(ii), is permitted under the applicable local law,Requirement of Law, such repatriation will be immediatelypromptly effected and such repatriated Net Proceeds or Excess Cash Flow will be promptly (and in any event not later than twothree Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this ‎[[[Section 2.05]11(c) or (d)])]])], as applicable, and # to the extent that theand for so long as a Borrower has reasonably determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign DispositionPrepayment Event or Foreign Subsidiary’s Excess Cash Flow would have a material adverse Tax cost consequencestax consequence (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to Holdings,such Net Proceeds or Excess Cash Flow, the Borrower, any directNet Proceeds or indirect ownerExcess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in [[Section 2.11(c) or (d)])]])], as the case may be, and such amounts may be retained by the applicable Foreign Subsidiary; provided that when such Borrower determines in good faith that repatriation of the Borrower or any of or all the Borrower’s directNet Proceeds of any Foreign Prepayment Event or indirect SubsidiariesExcess Cash Flow would no longer have a material adverse tax consequence (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Proceeds or Excess Cash Flow, such Net Proceeds or Excess Cash Flow so affected mayshall be retained by the applicable Foreign Subsidiary; provided thatpromptly (and in the case of this [clause (ii)], on or before the date on which any event not later than three Business Days after such Net Proceeds so retained would otherwise have been required to berepatriation) applied to reinvestments or prepayments pursuant to ‎[Section 2.05(b)] or any such Excess Cash Flow would have been required to be applied to prepayments pursuant to ‎[Section 2.05(b)], the Borrower applies an amount equal to such Net Proceeds or Excess Cash Flow to such reinvestments or prepayments, as applicable, as if such Net Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount(net of additional taxes that would have been payable or reserved against if such Net Proceedsas a result thereof) to the repayment of the Term Loans pursuant to [[Section 2.11(c) or Excess Cash Flow had been repatriated (or, if less, the Net Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary).(d)])]])], as applicable.